Daniel E. Swanstrom II
About Daniel E. Swanstrom II
Senior Executive Vice President, Chief Financial Officer and Treasurer of The Macerich Company since November 16, 2024; age 48. He oversees finance, capital markets, investor relations, accounting, financial and tax reporting, and IT systems; previously founder of DES Partners, and CFO roles at CorePoint Lodging and Monogram Residential Trust, with prior investment banking experience at Morgan Stanley; BS in Accounting (Boston College), MBA (UNC Chapel Hill), and inactive CPA credential . MAC’s 2024 operating scorecard achieved key outcomes supportive of the new CFO’s mandate: Net Debt/EBITDA improved to 7.95x (max payout), Year-end reported occupancy reached 95.9% (near max), and Same Center NOI grew 2.99% (above target) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DES Partners, LLC | Founder & Managing Member | 2022–2024 | Advised real estate businesses on strategy, capital markets, financial management and investor relations . |
| CorePoint Lodging Inc. | EVP & CFO | 2018–2022 | Led finance through sale to Highgate/Cerberus JV in March 2022 . |
| Monogram Residential Trust, Inc. | EVP & CFO | 2015–2017 | Led finance through sale to a Greystar-led fund in Sept 2017 . |
| Morgan Stanley (Real Estate Investment Banking) | Executive Director; various roles | 2006–2015 | Advised on real estate capital markets and transactions . |
| AEW Capital Management | Assistant Vice President | 2002–2004 | Real estate investment management experience . |
| Deloitte & Touche LLP | Senior Accountant | 1999–2002 | Assurance and advisory services; CPA (inactive) credential . |
External Roles
- No public-company board roles or related-party transactions disclosed; no family relationships with MAC directors/executives .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $83,077 |
| Annual Bonus ($) | $375,000 (fixed per employment agreement) |
| Stock Awards ($) | $1,499,993 (service-based LTIP units sign-on) |
| All Other Compensation ($) | $16,917 |
| Total ($) | $1,974,987 |
| 2024 Annualized Base Salary ($) | $600,000 |
| 401(k) Match ($) | $13,800 |
| Life Insurance Premiums ($) | $3,108 |
Notes:
- 2024 bonus set at $375,000, paid before Dec 31, 2024, per employment agreement .
- 2025 bonus will be at least target (125% of base salary), with any above-target paid alongside other executives .
Performance Compensation
Annual Incentive Program (Company scorecard — context for 2024)
| Measure (Weight) | Threshold | Target | Max | Actual | Payout (% of Target) |
|---|---|---|---|---|---|
| Net Debt/EBITDA Reduction (15%) | 8.7x | 8.5x | 8.0x | 7.95x | 200% (30.0% weighted) |
| Reported Year-End Occupancy (10%) | 94.0% | 95.4% | 96.0% | 95.9% | 183.3% (18.3% weighted) |
| Same Center NOI Growth (15%) | 2.25% | 2.75% | 3.25% | 2.99% | 148% (22.2% weighted) |
| Disposition of Assets (10%) | — | — | — | Sold 2 of 3 targeted assets | 100% (10.0% weighted) |
| Redevelopment & Leasing (15%) | 2 of 4 | 3 of 4 | 4 of 4 | 3 of 4 achieved | 100% (15.0% weighted) |
| Environmental Initiatives (10%) | 2 of 4 | 3 of 4 | 4 of 4 | 3 of 4 achieved | 100% (10.0% weighted) |
| Corporate Goals Total (75%) | — | — | — | — | 105.5% |
- Individual performance component (25%) scored at 100% for NEOs; Swanstrom’s 2024 bonus was contractually fixed and not scorecard-based .
Long-Term Incentive (LTI) structure and metrics
- 2024: Other NEOs received 50% performance-based LTIP units and 50% time-based; Swanstrom did not receive performance-based LTIPs in 2024 due to hire timing .
- 2025 onward: Target LTI grant value $1,500,000 annually; 50% performance-based and 50% time-based; vesting and terms same as other senior executives .
Performance-based LTIP metrics and targets (used for 2024 program and referenced for ongoing design):
| Metric | 2024 | 2025 | 2026 |
|---|---|---|---|
| Net Debt/EBITDA Ratio (weight) | Threshold 8.65; Target 8.35; Max 8.05; Outperformance Max 7.65; 20% weighting | Threshold 7.80; Target 7.50; Max 7.20; Outperformance Max 6.80; 20% weighting | Threshold 7.10; Target 6.80; Max 6.50; Outperformance Max 6.10; 60% weighting |
| Year-End Reported & Permanent Occupancy (weight) | Reported: 94.0/95.4/95.9%; Permanent Outperformance Max: 88.8–90.0% (see schedule); 20% weighting | Reported: 94.3/95.7/96.2%; Permanent Outperformance Max: 89.3–90.5%; 20% weighting | Reported: 94.6/96.0/96.5%; Permanent Outperformance Max: 89.8–91.0%; 60% weighting |
| Relative TSR Modifier | -20% at ≤25th percentile; 0% at 50th; +20% at ≥75th percentile | Same | Same |
| Absolute TSR Cap | Required TSR ≥15% to earn >105% of target | Same | Same |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Common Shares | None (as of Mar 28, 2025) |
| OP/LTIP Units | 113,284 service-based LTIP Units (unvested) |
| Ownership % | Less than 1% of Common Stock; group totals shown in table |
| Outstanding Unvested Units (12/31/2024) | 113,284; market value $2,256,617 |
| Performance-based LTIPs | 35,885 unvested PB LTIPs (additional disclosure note) |
| Pledging/Hedging | Anti-hedging and anti-pledging policies; no shares pledged by current directors/executives |
| Stock Ownership Guideline | 3x base salary for NEOs; retention of 50% of net-after-tax shares until compliant |
| Compliance | All current NEOs are in compliance with ownership policies |
Conversion and distributions:
- LTIP Units are “profits interests” that can achieve parity and convert 1:1 into OP Units, and then be redeemable for Common Stock or cash at MAC’s election; service-based LTIPs receive distributions/dividends equivalent to Common Stock/OP Units while vesting; pre-vesting PB LTIPs receive 10% of OP Unit distributions .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Effective Date | November 1, 2024 |
| Role Start Date | November 16, 2024 (assumes PFO duties) |
| Agreement Term | 3 years from effective date (to Nov 1, 2027), unless earlier terminated |
| Base Salary | $600,000 (subject to Board discretion) |
| Target Bonus | 125% of base salary; 2024 fixed $375,000 paid before Dec 31, 2024; 2025 paid at least target by Dec 31, 2025, with above-target based on performance |
| Target LTI (2025+) | $1,500,000 annually; 50% performance-based, 50% time-based; terms align with senior executives |
| Sign-on Equity | $1,500,000 grant-date fair value in service-based LTIP Units (Award count: 77,399 in Grants table) |
| Sign-on Vesting | One-third on Nov 30, 2025; one-third on Nov 30, 2026; one-third on Nov 30, 2027 (continued employment required) |
| Severance (outside CIC) | Tier 2: 1.5x (salary + average bonus or target if less than 1 year) + pro-rata bonus + 18 months COBRA + outplacement; time-based LTIPs fully vest; PB LTIPs vest based on actual performance at period end |
| Severance (CIC period) | 3x (salary + bonus) + pro-rata bonus + 36 months COBRA + outplacement; double-trigger vesting; time-based LTIPs accelerate upon qualifying termination; PB LTIPs vest based on actual performance to CIC date |
| Clawback | SEC-compliant recovery of incentive-based compensation upon restatement; 3-year lookback; regardless of fault |
| Hedging/Pledging | Prohibited hedging/shorts/options; pledging restricted; currently no pledged shares |
Potential payments (illustrative, assuming event on 12/31/2024):
| Scenario | Cash Severance ($) | Misc Benefits ($) | Awards ($) | Total ($) |
|---|---|---|---|---|
| Qualifying Termination (non-CIC) | $2,775,000 | $30,612 | $1,541,788 (time-based acceleration; PB assumed at target in table) | $4,347,400 |
| Change in Control + Termination | $4,800,000 | $58,723 | $1,541,788 | $6,400,511 |
| Death/Disability | — | — | $513,929 (accelerates next time-based tranche; PB per award terms) | $513,929 |
Compensation Structure Analysis
- Mix and risk: 2025+ design uses balanced 50% PB / 50% TB LTI for NEOs (CEO heavier PB), reinforcing at-risk pay tied to leverage reduction, occupancy, and relative TSR .
- No tax gross-ups; no option repricing; strong anti-hedging/pledging and clawback policies, supporting shareholder-friendly governance .
- Peer benchmarking: FW Cook advises; peer group includes mall/shopping center REITs (e.g., Simon, Regency, Kimco, SL Green, Tanger); MAC enterprise value positioned ~45th percentile at Dec 31, 2024 .
- Say-on-pay support: ~91% approval at 2024 meeting, signaling broad investor alignment .
Investment Implications
- Alignment and incentives: Swanstrom’s pay emphasizes deleveraging, occupancy gains, and TSR via PB LTIPs, directly linked to drivers of MAC’s valuation; 2024 performance achieved strong leverage reduction and occupancy improvements, supporting potential future PB vesting math .
- Retention vs. pressure: Three equal annual vesting tranches (Nov 30, 2025/2026/2027) create ongoing retention hooks; however, Severance Plan accelerates time-based LTIPs upon qualifying termination outside CIC, partially diluting golden-handcuffs and modestly elevating transition optionality .
- Trading signals: Upcoming annual vesting dates and LTIP distributions may create incremental supply depending on conversion/redemption elections; anti-hedging/pledging policies limit leverage/derivative overhang .
- Execution track record: Prior CFO roles through successful take-private transactions (CorePoint, Monogram) and IB background suggest capability in complex capital structure management—aligned to MAC’s deleveraging and asset disposition goals .
- Governance quality: Strong policies (clawback, anti-hedging, ownership guidelines) and high say-on-pay support indicate low governance risk; no excise tax gross-ups reduce change-in-control cost exposure .